Annual General Meeting of Handelsbanken’s shareholders, 23 March 2022

Svenska Handelsbanken AB (publ) gives notice of the Annual General Meeting on Wednesday, 23 March 2022.

The Bank’s Board has decided for the Annual General Meeting (AGM) to take place in accordance with the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations, which is expected to enter into force on 1 March 2022. The AGM will take place without the physical presence of shareholders, representatives and third parties, and shareholders will have the opportunity to exercise their voting rights only through advance voting (postal voting). Information on the resolutions passed at the general meeting will be made available on 23 March 2022 as soon as the result of the postal voting has been finally confirmed. 

The agenda includes the Board’s proposal for a dividend of SEK 5.00 per share.

The nomination committee proposes re-election of the following members of the Board: Mr Jon Fredrik Baksaas, Ms Stina Bergfors, Mr Hans Biörck, Mr Pär Boman, Ms Kerstin Hessius, Mr Fredrik Lundberg, Mr Ulf Riese, Ms Arja Taaveniku and Ms Carina Åkerström. The nomination committee proposes that the meeting elect Ms Hélène Barnekow as new Board member. The nomination committee also proposes that Pär Boman be re-elected as Chairman of the Board.

Ms Hélène Barnekow (born 1964) holds a degree in Economics/Business Administration and is the CEO of Microsoft Sverige since 2018, a position that Hélène will leave in the spring. She has held a number of executive positions within i.a. Telia, EMC and Sony Ericsson. Hélène is a board member in GN Store Nord and Voyado, and has previously been a board member in i.a. Creades and Kindred Group.

The nomination committee proposes re-election of PricewaterhouseCoopers AB and Ernst & Young AB as auditors.

Further information can be found in the notice (below and attached) to attend the AGM, the Swedish version of which will be published on 21 February 2022 in Post- och Inrikes Tidningar (the official Swedish Gazette), and which will be available in English on Handelsbanken’s website at handelsbanken.com/agm.

For further information, please contact:

Martin Wasteson, Chief Legal Officer, +46 8 22 92 20
Peter Grabe, Head of Investor Relations, +46 70 550 11 67
Viktoria Aastrup, Head of Group Media Relations, +46 73 043 51 59

For more information about Handelsbanken, see: www.handelsbanken.com

The following is a translation of the Swedish original. In the event of discrepancies, the Swedish original shall prevail.

Shareholders of

Svenska Handelsbanken AB (publ)

are hereby given notice to attend the annual general meeting on
Wednesday, 23 March 2022

The Bank’s Board has decided for the annual general meeting (AGM) to take place in accordance with the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations which is expected to enter into force on 1 March 2022. The AGM will take place without the physical presence of shareholders, representatives and third parties, and shareholders will have the opportunity to exercise their voting rights only through advance voting (postal voting). Information on the resolutions passed at the general meeting will be made available on 23 March 2022 as soon as the result of the postal voting has been finally confirmed. 

Conditions for participation in the meeting

Shareholders wishing to attend the AGM must:

be entered in the register of shareholders kept by Euroclear Sweden AB on Tuesday, 15 March 2022,
have registered by sending their postal vote in accordance with the instructions under the “Postal voting” heading below, such that the postal vote reaches the Bank via Computershare AB no later than 22 March 2022. Please note that a notice of participation at the annual general meeting can only be given by means of the sending of a postal vote.

  
Nominee-registered shares 

To be able to participate in the AGM, any shareholders whose shares are nominee-registered (in a custody account) via a bank or other nominee must temporarily re-register the shares in his/her own name in the Euroclear Sweden AB register of shareholders (“registration of shares for voting rights”). Shareholders must notify the nominee of this in good time. Registrations of shares for voting rights that have been requested by shareholders in such time as to be completed by the nominee no later than Thursday, 17 March 2022 will be respected when the register of shareholders is drawn up.

Postal voting

The Board has decided that the shareholders shall be able to exercise their voting rights only by postal voting in accordance with the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations which is expected to enter into force on 1 March 2022.

A special form must be used for postal voting. This form is available from Handelsbanken’s website www.handelsbanken.com/agm and can also be sent by post to shareholders who request this by phone, tel. no. +46 (0)771-24 64 00. The submission of the form according to the instructions below will constitute notice to attend the AGM. The completed form is to be sent to Computershare AB, Handelsbankens årsstämma, Box 5267, 102 46 Stockholm. It must reach Computershare AB no later than Tuesday, 22 March 2022. The completed form may also be submitted electronically. Electronic submission can take place either by signing using BankID in accordance with the instructions on Handelsbanken’s website www.handelsbanken.com/agm or by sending the completed form by email to proxy@computershare.se, together with a power of attorney and/or other authorisation documents. Shareholders may not add separate instructions or conditions to their postal vote. In this case, their postal vote will be invalid in its entirety. Further instructions and terms are set out on the form.

Power of attorney

If a shareholder postal votes through a proxy, a power of attorney must be attached to the form. The power of attorney must not be older than one year, unless a longer validity period (maximum: 5 years) is specified in the power of attorney. If the shareholder is a legal entity, its company registration certificate or other authorisation document must be attached to the form. Power of attorney forms are provided by the company on request, and are also available on the company’s website, www.handelsbanken.com/agm.

The right to obtain information

The Board and the Group Chief Executive shall, if any shareholder so requests and the Board considers that this may be done without significant harm to the company, provide information regarding circumstances that may affect an assessment of an item on the agenda or the company’s financial situation. This duty of disclosure also applies to the Bank’s relationship with other companies within the Group and the consolidated annual accounts, as well as to subsidiaries in respect of the circumstances referred to in the preceding sentence. Requests for such information must be sent in writing to Handelsbanken, Group Legal, 106 70 Stockholm, or via email to bolagsstamma@handelsbanken.se, so that the Bank receives the request no later than Sunday, 13 March 2022. The information will be provided by being made available at Handelsbanken, Kungsträdgårdsgatan 2, Stockholm, and on the company’s website, www.handelsbanken.com/agm, no later than Friday, 18 March 2022. The information will also be sent to shareholders who have requested it and given their address.
  
Items on the agenda

1. Opening of the meeting
2. Election of the chair of the meeting
3. Election of two persons to check and countersign the minutes
4. Establishment and approval of the list of voters
5. Approval of the agenda
6. Determining whether the meeting has been duly called
7. A presentation of the annual accounts and auditors’ report, as well as the consolidated annual accounts and the auditors’ report for the Group, for 2021
8. Resolutions concerning adoption of the income statement and the balance sheet, as well as the consolidated income statement and consolidated balance sheet
9. Resolution on the allocation of the Bank’s profits in accordance with the adopted balance sheet and also concerning the record day
10. Presentation and resolution concerning the approval of the Board´s report on paid out and outstanding remuneration to executive officers
11. Resolution on release from liability for the members of the Board and the Group Chief Executive for the period referred to in the financial reports
12. The Board’s proposal for authorisation for the Board to resolve on acquisition and divestment of shares in the Bank
13. The Board’s proposal for acquisition of shares in the Bank for the Bank’s trading book pursuant to Chapter 7, Section 6 of the Swedish Securities Market Act
14. The Board’s proposal regarding authorisation for the Board to resolve on issuance of convertible tier 1 capital instruments
15. Determining the number of members of the Board to be appointed by the meeting
16. Determining the number of auditors to be appointed by the meeting
17. Determining fees for Board members and auditors
18. Election of the Board members
        i    Mr Jon-Fredrik Baksaas (re-election, proposed by the nomination committee)
       ii.   Ms Hélène Barnekow (new election, proposed by the nomination committee)
      iii.   Ms Stina Bergfors (re-election, proposed by the nomination committee)
      iv.   Mr Hans Biörck (re-election, proposed by the nomination committee)
       v.   Mr Pär Boman (re-election, proposed by the nomination committee)
      vi.   Ms Kerstin Hessius (re-election, proposed by the nomination committee)
     vii.   Mr Fredrik Lundberg (re-election, proposed by the nomination committee)
    viii.   Mr Ulf Riese (re-election, proposed by the nomination committee)  
      ix.   Ms Arja Taaveniku (re-election, proposed by the nomination committee)
       x.   Ms Carina Åkerström (re-election, proposed by the nomination committee)
19. Election of the Chairman of the Board
20. Election of auditors
21. Nomination committee
22. The Board’s proposal concerning guidelines for remuneration to executive officers
23. The Board’s proposal concerning the appointment of auditors in foundations without own management
24. Proposal from a shareholder concerning the Bank’s IT management
25. Proposal from a shareholder concerning formation of integration institute etc.
26. Closing of the meeting

Nomination committee

The nomination committee has consisted of Ms Helena Stjernholm (Industrivärden), chair, Ms Maria Sjöstedt (Oktogonen Foundation), Mr Mats Guldbrand (Lundberg ownership group), Ms Carina Silberg (Alecta) and the Chairman of the Board, Mr Pär Boman. A presentation of the work of the nomination committee can be found on the Bank’s website www.handelsbanken.com/bolagsstamma (in English at www.handelsbanken.com/agm).

Item 2 Election of chair of the meeting

The nomination committee proposes that Mr Sven Unger chair the meeting, or, if he is not able to attend, the person indicated by the nomination committee.

Item 3 Election of two persons to check and countersign the minutes

The nomination committee proposes Ms Maria Sjöstedt (Stiftelsen Oktogonen) och Ms Carina Silberg (Alecta), to check and countersign the minutes together with the chairman of the meeting. In the event of absence of one or both of them, the nomination committee proposes firstly Mr Mats Guldbrand (Lundbergföretagen) and secondly Ms Helena Stjernholm (Industrivärden). The assignment to check and countersign the minutes also include checking the voting list and that the received postal votes are correctly stated in the minutes of the meeting.

Item 4 Establishment and approval of the list of voters

The voting list proposed to be approved is the voting list prepared by Computershare AB on behalf of the Bank, based on the register of shareholders for the AGM and received postal votes, controlled and checked by the persons assigned to check the minutes.

Item 9 Dividend and record day

The Board proposes a dividend of SEK 5.00 per share, and that the remaining profits be carried forward to next year. In addition, the Board proposes that Friday, 25 March 2022 be the record day for receiving dividends. If the meeting resolves in accordance with the proposal, Euroclear Sweden AB expects to distribute the dividend on Wednesday, 30 March 2022.

Item 10 Presentation and resolution concerning the approval of the Board’s report on paid out and outstanding remuneration to executive officers

The Board proposes that the meeting resolve to approve the presented report from the Board on paid out and outstanding remuneration to executive officers.

 
Items 12-13 Acquisition and divestment of the Bank’s own shares
The Board proposes that it be authorised, until the next AGM, to resolve on the acquisition of a maximum of 120,000,000 class A and/or B shares via Nasdaq Stockholm and divestment – both via Nasdaq Stockholm and outside Nasdaq Stockholm – of all the Bank’s own class A and/or B shares, with the right to deviate from the shareholders’ preferential rights. The earning capacity of the Bank remains good, and a stable capital situation can be foreseen. Depending on the continuing growth in volumes, a strengthened capital situation may arise. In such a situation, it could be appropriate to adjust the Bank’s capital structure, which may, among other things, be carried out by repurchasing the Bank’s own shares. A new authorisation by the meeting for the Board to resolve on the repurchase of the Bank’s own shares is therefore justified. The Board also notes that if the Bank were to acquire a company or operations, such a transaction could be facilitated if its own repurchased shares were available to finance an acquisition. The Board also proposes that the Bank, in order to facilitate its securities operations, shall have the right to acquire its own class A and/or class B shares for the Bank’s trading book until the next AGM pursuant to Chapter 7, Section 6 of the Swedish Securities Market Act (2007:528), on condition that its own shares in the trading book at no time exceed two per cent of all shares in the Bank. The aggregated holding of own shares shall not at any time exceed one-tenth of the total number of shares in the Bank.

Item 14 The Board’s proposal regarding authorisation for the Board to resolve on issuance of convertible tier 1 capital instruments

In order to allow flexible, effective adaptation of Handelsbanken’s capital structure by quickly being able to perform issues of convertible additional tier 1 instruments, the Board is proposing that the AGM resolves to authorise the Board during the period until the AGM in 2023, to resolve on issuance of such convertibles, on the following main conditions:

• An issue may be made with or without deviation from shareholders’ preferential rights. The reasons for a deviation from the shareholders’ preferential rights are that it must be possible to issue to institutional debt investors on the international capital markets.
• The convertibles will not include the right of conversion for the holders, but will lead to mandatory conversion to shares in accordance with the terms and conditions, in the case of one or more pre-defined events.
• The loan amount and conversion conditions will be determined so that the aggregate number of shares which may be issued when converting convertibles issued under this authorisation, with application of the conversion price determined at the time of issue, amounts to a maximum of 10 per cent of the number of shares issued in Handelsbanken, currently corresponding to 198,002,849 shares. Issuances under this authorisation must be made on market terms.

Items 15-16 Determining the number of members of the Board and the number of auditors to be appointed by the meeting

The nomination committee proposes that the meeting resolve that the Board consist of ten (10) members elected by the annual general meeting. In addition, in accordance with the audit committee’s recommendation, the nomination committee proposes that the meeting appoint two registered auditing companies as auditors.

It was noted that workers’ organisations have appointed employee representatives to the Board: two ordinary members and two deputy members.

Item 17 Determining fees for Board members and auditors

Fees to the Board members are proposed by the nomination committee as follows: SEK 3,640,000 to the chair, SEK 1,040,000 to the deputy chair, and SEK 745,000 to each of the remaining members. For committee work, the following fees per member are proposed: remuneration committee SEK 140,000; credit committee SEK 440,000 to members and SEK 495,000 to the chair; UK committee SEK 440,000 to members and SEK 495,000 to the chair; risk committee SEK 440,000 to members and SEK 545,000 to the chair; and audit committee SEK 440,000 to members and SEK 545,000 to the chair. Board members who are employees of Handelsbanken shall not receive a fee.

The nomination committee proposes that the meeting resolve on remuneration to be paid to the auditors “on approved account”.

Items 18-19 Election of the Board members and the Chairman of the Board

The nomination committee proposes re-election of the following members: Mr Jon Fredrik Baksaas, Ms Stina Bergfors, Mr Hans Biörck, Mr Pär Boman, Ms Kerstin Hessius, Mr Fredrik Lundberg, Mr Ulf Riese, Ms Arja Taaveniku and Ms Carina Åkerström. The nomination committee proposes that the meeting elect Ms Hélène Barnekow as new member.

The nomination committee also proposes that Mr Pär Boman be re-elected as Chairman of the Board.

More details on the proposed members of the Board may be found in the nomination committee’s proposal, which is available on the Bank’s website www.handelsbanken.com/bolagsstamma (in English at www.handelsbanken.com/agm).

Item 20 Election of auditors

In accordance with the audit committee’s recommendation, the nomination committee proposes that the meeting re-elect PricewaterhouseCoopers AB (“PwC”) and Ernst & Young AB as auditors for the period until the end of the AGM to be held in 2023. Should these two auditing companies be elected, it has been announced that as auditors in charge Mr Johan Rippe (authorised public accountant) for PwC and Ms Åsa Lundvall (authorised public accountant) for Ernst & Young AB will be appointed.

Item 21 Nomination committee

The nomination committee proposes that the meeting resolve to establish instructions for the nomination committee’s work and to adjust the procedure for appointing the nomination committee in such a way that the criteria for determining the “Largest Shareholders” are solely the shareholder information regarding the Bank’s shareholders/shareholder groups from the register of shareholders prepared by Euroclear Sweden AB as at 31 August the year before the AGM is held, and that this resolution shall apply until further notice.

It is proposed that the instructions be:

In advance of the AGM, the nomination committee shall evaluate the work of the Board and submit proposals for:

- the chair of the AGM

- the Chairman and other members of the Board

- fees to the Chairman and other members, and remuneration for committee work

- election of auditors

- fees to auditors

 
Item 22 The Board’s proposal concerning guidelines for remuneration to executive officers
The Board proposes that the meeting decide on the guidelines for remuneration and other terms of employment for executive officers of Handelsbanken, as follows.

Guidelines for remuneration to executive officers of Svenska Handelsbanken AB

These guidelines shall be applied to remuneration to the Group Chief Executive, members of Executive management, the Deputy Chief Executives, and the Heads of Group Risk Control and Group Compliance (below referred to as “executive officers”). The guidelines shall also apply to any remuneration to members of the Board which is paid in addition to fees for assignment to the Board of the Bank.

The guidelines shall be applied to new agreements, and shall not affect remuneration previously decided for executive officers. The guidelines are not applicable to remuneration that is decided upon by the annual general meeting.

Handelsbanken’s goal is to have higher profitability than the average of peer competitors in its home markets. This goal is mainly to be achieved by more satisfied customers and lower costs than its competitors.

Handelsbanken’s business strategy is presented in the Annual Report. To contribute to the Bank’s goal; remuneration must reflect a long-term view of employment at the Bank, and also be in keeping with the Bank’s generally low risk tolerance.

Principles for remuneration to employees of Handelsbanken

Handelsbanken’s principles for remuneration to employees are long-established. In the policy for remuneration in the Handelsbanken Group, the Board has established that the Bank’s remuneration system must be consistent with the Bank’s business objectives and business culture, which are based on sound, sustainable operations.

In addition, the remuneration policy states that fixed remuneration is fit-for-purpose for sound, sustainable operations, and is therefore applied as a basic principle. Variable remuneration is applied with great caution. Remuneration for work performed is set individually for each employee, and is paid in the form of a fixed salary, pension allocation and customary salary benefits (which can take the form of a car allowance, housing associated with the position, disability insurance, household assistance services, etc.). Salaries are based on factors known in advance, such as those set out in the remuneration policy.

Taking into account the above approach, an employee’s total remuneration must be on market terms and gender-neutral, enabling Handelsbanken to attract, recruit, retain and develop skilled employees, and ensuring good management succession.

Remuneration to executive officers

In the preparation of the Board’s proposals for these guidelines, Handelsbanken’s remuneration policy and the above principles for remuneration to employees have been taken into account; this contributes to the Bank’s business strategy, long-term interests and sustainability.

• The aggregated total remuneration shall be on market terms.
• Remuneration is paid in the form of a fixed cash salary, pension provision and customary benefits.
• The executive officers in question are included in the Oktogonen profit-sharing system on the same terms as all employees of the Bank.
• The retirement age is normally 65. Pension benefits are defined contribution, may correspond to a maximum of 35 per cent of the annual fixed cash salary, and may be payable in addition to pension plans under collective agreements. Other salary benefits may per year in total correspond to a maximum of 35 per cent of the annual fixed salary.
• The period of notice on the part of an executive officer is six months, and on the part of Handelsbanken a maximum of twelve months. If the Bank terminates the employment contract later than five years after the person becomes one of the Bank’s executive officers, the period of notice is a maximum of twenty-four months. No other termination benefits are paid. Other time periods may apply due to collective agreements or labour legislation.

Concerning employment conditions that are subject to non-Swedish regulations: with regard to pension benefits and other benefits, the relevant adjustments may be made to comply with such mandatory regulations or fixed local practice. In doing this, the overall aims of these guidelines shall be fulfilled as far as possible.

Fees to Board members
Members of the Board who are elected by the general meeting shall in special circumstances be able to be compensated for services provided within their respective area of competence (including assignments to the board of another group company) which do not constitute services to the Board of the Bank. Such duties of service shall be handled in accordance with applicable internal rules and by due consideration of possible conflicts of interest. These services shall be compensated for by market-based remuneration. Information about any remuneration for such services shall be included in the annual report and the remuneration report.

Decision process

The Board has set up a remuneration committee. The committee’s tasks include preparing the Board’s proposals concerning guidelines for remuneration to executive officers. When the need for material changes arises – and at least every four years – the Board shall draw up a proposal for new guidelines and present it for a resolution at the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the annual general meeting. The remuneration committee must also monitor and evaluate the application of the guidelines for remuneration for executive officers, as well as the prevailing structures and levels of remuneration at the Bank. All members of the remuneration committee are independent of the Bank and its management. The Group Chief Executive also attends the committee’s meetings, although not when the committee is discussing and deciding upon remuneration-related matters that concern the Group Chief Executive herself.

Deviation from the guidelines

The Board may decide, temporarily, to deviate partly or wholly from the guidelines, if there are particular reasons for this in an individual case, and a deviation is necessary to satisfy the Bank’s long-term interests and sustainability, or to ensure the Bank’s financial viability. As stated above, preparing the Board’s resolutions in matters of remuneration is part of the remuneration committee’s tasks, and this includes decisions regarding deviations from the guidelines.

 
Item 23 The Board’s proposal concerning the appointment of auditors in foundations without own management
The Board proposes that the registered public accounting firm Ernst & Young AB be appointed as auditors to the following foundations associated with Svenska Handelsbanken AB:

• The Lindsténska Foundation (Lindsténska stiftelsen)
• The Bursie Family Foundation (Familjen Bursies Stiftelse)
• The Olle and Gertrud Malmberg Research Foundation (Olle och Gertrud Malmbergs forskningsstiftelse)
• The Marianne Lindblad Fund (Marianne Lindblads Fond)
   

Item 24 Proposal from a shareholder concerning the Bank’s IT management
The shareholder Carl Axel Bruno has proposed that the meeting should resolve “that the company amend its mainframe computers’ software, so that only the Bank is able to start up a second process, as long as the Bank does not know who is starting a second process.”  

Statement from Handelsbanken: The bank continuously monitors developments in cyber threats and fraud and continuously adapts and improves the bank’s security solutions. The Bank is of the view that such a change of software in Handelsbanken’s mainframe as proposed by the shareholder is neither correct nor necessary.

Item 25 Proposal from a shareholder concerning formation of integration institute etc.

The shareholder Tommy Jonasson has proposed that the meeting resolve "to instruct the board to participate in the formation of an integration institute with operations in the Öresund region (Landskrona - Copenhagen) and to allocate SEK 10,000,000 (ten million) of the profit for the year."

 
Proposals in full, etc.
This notice, the complete proposals of the Board with accompanying comments and the nomination committee’s proposals for resolutions with accompanying explanations, are available from Handelsbanken, Group Legal, Kungsträdgårdsgatan 2, SE-106 70 Stockholm, starting from today; they will be sent free of charge to shareholders who request this by phone (0771-24 64 00) and provide their postal address.

These documents are presented at the AGM by being made available on the Bank’s website www.handelsbanken.com/bolagsstamma (in English at www.handelsbanken.com/agm). A letter from the shareholder who has presented a proposal under item 24 is also available here. The register of shareholders for the meeting is available from Handelsbanken, Group Legal, Kungsträdgårdsgatan 2 in Stockholm. The annual report documents and the audit report, the Board’s report regarding remuneration awarded or due to executive officers, the auditors’ statement pursuant to chapter 8, section 54 of the Swedish Companies Act, and information regarding the proposed Board members’ assignments with other companies are presented at the AGM by being made available at the aforementioned locations and being sent free of charge to shareholders who so request and who submit their postal address.

During the week beginning 7 March 2022, the 2021 Annual Report will be distributed to shareholders who have ordered it. Orders for the Annual Report may be made via the Bank’s website, where the Annual Report will also be available.

 
Majority requirement
Approval of the Board’s proposals under items 12, 13 and 14 requires assent by shareholders representing at least two-thirds of both the votes cast and of the shares represented at the meeting. 

Information regarding the number of shares and votes in the Bank, and the Bank’s holdings of its own shares

When this notice of attendance was published, there were 1,944,777,165 class A shares in the Bank, representing the same number of votes, and 35,251,329 class B shares, representing 3,525,132.9 votes. The Bank has no holdings of its own shares.

Processing of personal data

For information regarding how your personal data is processed, please see

www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf (in English 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

Stockholm, February 2022

Svenska Handelsbanken AB (publ)

Corporate identity no.: 502007-7862

Registered office: Stockholm

THE BOARD

                                                                                                                                     
English-speaking shareholders
This notice to attend the 2022 Annual General Meeting of Svenska Handelsbanken AB (publ), to be held on Wednesday, March 23, can also be obtained in English at the webpage www.handelsbanken.com/agm.

www.handelsbanken.com

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